Subscription No.
 THE SHARES OF PREFERRED STOCK OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THE SHARES OF PREFERRED STOCK OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT OR ANY OTHER DOCUMENT
DELIVERED HEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 DRI CORPORATION
SUBSCRIPTION AGREEMENT




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2   provided




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3




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4 PART I  SUBSCRIPTION
 METHOD OF SUBSCRIPTION
     ACCEPTANCE BY THE COMPANY
 RISKS OF INVESTMENT:




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5 not
      INDEPENDENT TAX ADVICE




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6  LIMITATION ON TRANSFER OF SHARES
   REPRESENTATIONS OF THE SUBSCRIBER.




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7




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8      Investor Suitability Requirements
 AGREEMENT TO BE BOUND BY TERMS AND CONDITIONS




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9  REPRESENTATIONS AS TO INVESTMENT EXPERIENCE
 INDEMNITY OF COMPANY:
    SETOFF:
 MISCELLANEOUS:




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10       
 
 Subscriber #1 Signature (*)
    
    Subscriber #2 Signature (**)Print or Type Name
    
    Print or Type NameAddress
    
    AddressAddress
    
    AddressSocial Security Number/EIN
    
    Social Security Number/EIN




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11 
 (*)
    
    If a partnership, corporation or other qualified association, the signature should be in the
name of such entity followed by the authorized signature and title of the signatory.(**)
    
    Second signature required for any joint investment. 
 DRI CORPORATIONByPresident




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12   total loss
     1.
    
    Be a director or executive officer of the Company.




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13 
 2.
    
    Be a natural person whose individual net worth or joint net worth, with that of the persons
spouse, at the time of purchase exceeds $1,000,000.3.
    
    Be a natural person who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with that persons spouse in excess of $300,000 in each of
those years and has a reasonable expectation of reaching the same income level in the current
year (the year in which the purchase is made).4.
    
    Be an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or partnership, not formed for the specific purpose
of acquiring the securities offered, with total assets in excess of $5,000,000.5.
    
    Be a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or
other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual
or fiduciary capacity; a broker or dealer registered under the Securities Exchange Act of
1934; an insurance company as defined in Section 2(a)(13) of the Act; an investment company
registered under the Investment Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of the Investment Company Act of 1940; a Small Business Investment
Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan
fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors.6.
    
    Be a private business development Company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940.7.
    
    Be an entity in which all of the equity owners are accredited investors.8.
    
    Be a trust, with total assets in excess of $5,000,000 not formed for the specific purpose of
acquiring the securities offered,




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14 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii)
under the Act.
 INVESTORS MUST BE ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE PREFERRED STOCK HAS NOT BEEN REGISTERED UNDER THE ACT, AND THE PREFERRED STOCK CANNOT BE
SOLD UNLESS IT IS SUBSEQUENTLY REGISTERED THEREUNDER OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.